Old Mechs and New Tricks
by BitterEloquence
Summary: Ani: The last thing they'd expected to find on this little mud-ball was a flame that had guttered-out long ago. That's what they both told themselves, but the reality was far more complicated. Ultra Magnus/Ratchet Warnings: Old mechs getting it on!


Disclaimer: Not mine, nor am I making any money off of it. The only thing I own are the twisted ideas floating around in my head.

Thanks to wyntir_rose for the beta!

* * *

"I need to see Ultra Magnus," Ratchet announced without preamble when he presented himself at the entrance of the Elite Guard's ship.

"Oh you do, do you?" Sentinel Prime needled with an unpleasant light in his optics. "He's busy."

"Maybe I didn't make myself clear enough," the old medibot growled dangerously, chin jutting out in an all too familiar stubborn line. "I. Need. To. See. Ultra. Magnus!"

"Nope, sorry, can't help you."

"What seems to be the problem here?" Sentinel almost jumped three feet in the air when Ultra Magnus's deep voice came from behind him.

"Sir! Nothing, sir! This old wreck wanted to see you without going through the proper channels, sir!"

"And just who the _slag_ am I supposed to **talk** to in order to go through the proper-fragging-channels, huh?" Ratchet growled cantankerously. "And he's standing right there!"

"Who _would_ he talk to about setting up a proper meeting, Sentinel Prime?" Ultra Magnus's voice was smooth with a hint of something dangerous on the edge of it.

"Er…well…."

"Magnus, come off it! This is ridiculous."

Sentinel stiffened in outrage. "Don't take that tone with a superior officer, _medibot!" _Condescension dripped from his tone as he glared at the older mech.

"That will be all, Sentinel Prime. Ratchet, follow me."

"Thank you, _sir_," Ratchet drawled, shooting a half-sneer at Sentinel Prime as he followed Ultra Magnus through the ship.

Neither spoke as they walked. A quiet, easy silence was held between them and by the time they reached Ultra Magnus's private office, some of the tension that seemed to weigh down on the Commander had dissipated.

"Would you care for some refreshment?" Magnus offered solicitously once the door was shut and locked behind them.

Ratchet grunted, the closest Ultra Magnus was going to get to an answer from the grumpy old mech. Smiling faintly, the white and blue mech fetched them both a cube before seating himself in a chair and gesturing for the medic to take the one across from him.

At least the cantankerous mech deigned to sit down without an argument and shot Ultra Magnus a level look. "You wanted to see me?"

"Yes." Unsure of how to approach the subject, Ultra Magnus took a measured sip from his drink. "We had heard rumors that Optimus Prime and his crew had been deactivated. That you and the ship had been destroyed in a skirmish with supposed Decepticon forces."

"Well, as you can see the deactivated rumor was a bit exaggerated," the ambulance grumbled, sipping from his own drink. "And there ain't no 'supposed' about the Decepticons; I know a 'con when I see one."

Carefully, Magnus nodded. "Yes, I was relieved to discover that you were still online. Er…all of you that is." An air of discomfort was slowly weaving its way between them. Too many things left unsaid, too much subtext to be inferred.

Ratchet suddenly looked more tired than usual. "What did you need, Magnus? It's obvious we ain't offline so that can't be the reason ya dragged me out here in the cold and the rain."

That garnered a snort of amusement from the solemn looking Ultra Magnus. "You're _still_ complaining about your aching servos?"

"Hey now, they ache! And you know they do."

Magnus chuckled and took another sip from his cube. "Yes, I know all about aching servos and pedes, old friend." It was the first admission of something more than just leader and subordinate between them, the first admission that they were friends.

"Yeah, we're both getting old and rusty." Ratchet grumbled almost to himself as he took a mood sip from his drink. "And with young hotheaded idiots like that over-glorified secretary you got running around barking orders, old mechs like us are going to have to work till the day we return to the fragging Allspark!"

"He's not _that_ bad." Ultra Magnus only tried to defend his underling marginally. "And don't let me catch you calling him that within hearing. I'm am **not** in the mood to sooth riled tempers or listen to Sentinel Prime complain about 'out of line old rust buckets'."

"Of which category **you** would fall into yourself."

His superior shrugged. "Yes, but he doesn't have to diodes to say _that_ to my face."

"Heh, I guess that's true at least. By the Allspark, were _we** that**_ that obnoxious when we were that age?"

Ultra Magnus smiled a trifle regretfully and took another sip. "Honestly, I don't remember. I think we all had to mature at a less healthy rate than should have been expected of us."

The slightly jovial air of the room plummeted.

"Bah, ancient times," Ratchet grumbled, obviously determined to lighten the mood. "Now, I know you did not call me out here to reminisce on old times, Magnus."

Magnus shot him a guarded look. "I am glad to see you are still online." He stated simply, finishing his cube in one long gulp before setting it aside. "It pained me when the rumors started circulating you had been deactivated."

The medibot eyed him suspiciously. "Don't tell me you're getting sentimental in your old age." Finishing off his own drink, Ratchet lay it down so he could turn his full attention on the other mech. "Is that all?"

"Isn't that enough?" There was a hint of something in Ultra Magnus's voice. Frustration? Desperation? Impatience? It was hard to tell but it had Ratchet tensing as if in anticipation of _something. _

"Are we going to go down this road again?"

"I missed you, okay? Aren't I allowed to miss an old lover or be happy to find out he did not go to the Allspark just yet?"

"It's not like you and it makes me a little bit worried wondering where the catch is in all of this."

Visibly annoyed now, Ultra Magnus rubbed at the bridge of his nose. "Must you _always_ be this slagging **stubborn**?" he finally groaned, shaking his head with a wry sort of acceptance.

"It's one of my sterling qualities," Ratchet shot back without missing a beat. Some of the wariness was being replaced by a cynical sort of amusement. "It's impossible you know. You and I? We already tried this once and failed miserably."

"I know that," the blue and white mech huffed.

"Our priorities are too screwed up not to mention the distance or differences in rank."

Ultra Magnus snorted. "Like you have ever given one whit for rank," he scoffed in disbelief. "Look, I'm not suggesting anything like that, I am simply happy to see you online."

He reached across the distance between their two chair's and caught Ratchet's shoulders in a light grip before leaning forward to rest his head against the other mech's. It was a surprisingly intimate gesture and Ratchet found himself rooted in place instead of pulling away as logic dictated. Give Magnus an inch and he'd take a turbo-mile. Ratchet _knew_ that but still he sat there, arms carefully coming up to lay against the larger mech's sides.

As expected, Magnus did take advantage of the situation and slide out of his seat so he could kneel in front of Ratchet.

"We really shouldn't do this," the medic ground out his vocal processors slightly more husky than he would have liked. Good sense crashed with the overwhelming urge to do something selfish and completely illogical for once.

"Probably but since when has that ever stopped us?" Ultra Magnus pointed out with a devilish light in his optics. When Ratchet didn't protest, the Supreme Commander closed the distance between them and caught the medics lip components in a kiss that quickly got out of hand. Their relationship was an old one but both remembered the passion they'd shared and their memory banks had little trouble rekindling that old flame.

It wasn't in Ratchet's nature to sit there and do nothing. He found himself exploring that achingly familiar chassis, hands seeking out the places that would garner a startled sound of pleasure from the normally stoic commander.

Ultra Magnus bit back a groan when Ratchet reached between the plating at his hips and tweaked the cables beneath. Determined to not be outdone, the blue and white mech pulled Ratchet out of his seat and leaned back on the plating. He shifted the ambulance to straddle his lap.

Something creaked painfully however, ruining his attempt at being smooth. A matching groan from Ratchet told him neither of them were as young as they had once been. "Primus…." Ultra Magnus hissed.

"Frag, berth?"

"Too far." The larger mech groaned, shaking his head.

"Come on, old mech, we should be able to figure **something** out."

Magnus seemed to find something inexplicably hilarious about the whole situation and he laughed uproariously. "Maybe we're too old for this slag."

"Shut up, old my rusting aft!" Ratchet growled. He kissed Ultra Magnus hungrily, fingers tweaking more wires under the mech's plating to remind him that they were very well able to get hot and bothered even at their 'advanced' ages.

The larger mech moaned in a surprised laugh before pulling Ratchet down on top of him. There were a few more aches and creaks but he was discovering it pretty easy to ignore those little nagging pains when Ratchet twisted his fingers just like _that_.

Magnus's own hands started to explore the ambulance's chassis, scraping across his torso before stroking the seam of the grouchy mech's windshield. The medic pulled back from the kiss with a gasp.

"Fragger…."

But there was no venom in that curse. Instead, Ratchet seemed to rather enjoy the sensation if the sudden ragged cycling of air through his vents was any indication. He leaned forward and nibbled along one of Ultra Magnus's antennae, remembering all too well how much the other mech enjoyed that sensation

And Magnus did not disappoint. A hoarse sound was pulled from him as his fingers spasmed against Ratchet's chassis. Smirking to himself, Ratchet just bit down a bit harder on the protrusion. He probably could have nibbled on that particular part of Ultra Magnus's anatomy until he overloaded but the strain in his back was getting to him so he had to settle back onto the mech's lap.

"Maybe we are too old for all this foolishness."

"Don't tell me you're giving up now, are you?" It was Ultra Magnus's turn to taunt him. The Supreme Commander's hands took to roaming some more and teased along the back of Ratchet's hands where the seams were sensitive and rife with sensors. If anyone outside of this room had seen such a heated, almost licentious look on Old Thunderbolt's face, they would have been shocked speechless.

Smiling in a sensual way, Magnus drew one of Ratchet's hands close and began to nibble and nuzzle along the medic's sensitive fingers. It was telling of how much he trusted the other Autobot. Medics were wary of letting anyone handle their hands, the literal tools of their trade. But Ratchet remembered all the maddeningly wonderful things Magnus could do with his hands.

Fighting down a shudder, Ratchet felt his engine kick through another gear rough enough to make his engine block rattle dangerously for a moment. Desperate for something to distract himself, the ambulance turned to Ultra Magnus's chassis again. Leaning forward, he trailed his lips across the mech's shoulders, paying special attention to the bank of lights embedded in the armor there before making his way to Magnus's broad chest. The Elite Guard symbol was emblazoned proudly on the mech's chest. Normally, the sight of it caused Ratchet's lip to curl but for now, he was content to map out the clean lines and colors with a gathering impatience for more.

Magnus knew how much it drove Ratchet absolutely mad when he just lay there teasing his hands. The old medic hated to have his weaknesses exploited that way but Allspark help him, Ultra Magnus got a twisted little kick out of molesting just that one particular aspect of his old lover's frame. Try as he might to appear cool and collected, Ultra Magnus knew he was grinding through gears hard enough to strip them and a part of him wondered if they were both going to overload prematurely like a couple of inexperienced sparklings. A more pragmatic and logical part of his processor was reminding him that this did not just _have_ to be a one-time thing. Surely there would be opportunities later to properly reacquaint himself with Ratchet's frame.

Preferably place with a proper berth, his aching back struts were reminding him. That nagging pain had turned into more of a dull burning by now and well on its way to blossoming into full-blown agony.

Sitting up abruptly to try and ease some of that pressure, Magnus yelped in pain as an already strained tensor cable in his back suddenly snapped. All thoughts of pleasure were done now as pure liquid agony flared to life up his back and a less than masculine shriek escaped him.

"What!? What is it!?" Thoroughly muzzy, Rathet scrambled off of Magnus's lap. The Supreme Commander whimpered and curled reflexively which only made things worse.

"What the frag? Stay down you dolt!" With a ringing smack to Ultra Magnus's head, the medic forced the bigger mech to lie down so he could run some scans.

Grumbling to himself, Magnus did so.

"Don't make me break out the EMP generator," Ratchet threatened. Beneath the bluster was a fission of concern but it was medic's habit to mask such weak and bothersome emotions behind a wall of anger and general crotchety behavior.

Ultra Magnus leveled a glower at him. "It feels like I just ripped every tension line in my back and you want me to _lay_ on it?"

"Such a sparkling," the medibot grumbled, settling in to fix Magnus's torn tensor cables.

"I don't remember you weighing so much. Did you get an upgrade or something?"

"If I were you, I wouldn't finish that thought, Magnus, not when I've got a scalpel in my servos or a pulled tensor cable is gonna be the least of your worries."

Huffing a chuckle, the Autobot Supreme Commander did the smart thing and shut up.


End file.
